Business Linking Issues

BUSINESS LINKING ISSUES AGREEMENT

Parties

Recitals

WHEREAS, Company A: operates certain online business listings, digital directories, or third-party account linkages and has identified instances of inaccurate, improper, or otherwise actionable linking between accounts, pages, or listings that create business confusion or reputational harm; and

WHEREAS, Company B: possesses operational access, technical control, or contractual relationship relevant to remediation of those linking issues and has agreed to provide services to investigate and correct such links under the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective obligations, scope of work, payment, confidentiality obligations, and other terms to resolve the identified business linking issues in a timely and enforceable manner.

Scope of Work

The services to be performed shall include, at a minimum: (a) investigation and documentation of each instance of improper linking; (b) a prioritized remediation plan identifying specific corrective actions; (c) direct remediation actions where within Company B's control; (d) coordination with third parties where required to effect corrections; and (e) delivery of a final report certifying corrections performed and remaining open items. Timeframes, milestones, and acceptance criteria shall be set forth in the scope of work above and any attached schedules agreed in writing by both parties.

Payment Terms

If any undisputed amount payable hereunder is not received within thirty (30) days of the due date, Company B may charge interest at the lesser of the rate specified above or the maximum rate permitted by applicable law, and suspend further performance until payment is received. Recovery of reasonable collection costs and attorneys' fees is permitted for amounts unpaid beyond sixty (60) days.

Term and Termination

This Agreement commences on the Start Date: and continues until the End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice specifying the breach. Termination does not relieve either party of obligations incurred prior to termination, including payment for work performed and costs reasonably incurred in wind-down.

Confidentiality

Each party shall protect Confidential Information of the other with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. "Confidential Information" includes nonpublic technical or business information, data about linking issues, remediation plans, third-party contact details, and any other information identified in writing as confidential. Confidentiality obligations survive termination for a period of years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

Indemnification and Liability

Each party shall indemnify, defend and hold harmless the other from third-party claims arising from its breach of this Agreement, wilful misconduct, or negligence. Except for liability arising from wilful misconduct or indemnification obligations, neither party's aggregate liability for direct damages shall exceed the total fees paid under this Agreement for the work giving rise to the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice-of-law principles. The parties submit to exclusive jurisdiction of the state and federal courts located in that state for disputes arising out of this Agreement.

Entire Agreement

This Agreement, including any exhibits or written schedules signed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or waiver shall be binding unless executed in writing by authorized representatives of both parties.

Additional Administrative Information

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